Last Updated: May 25, 2023
YOUR ACCEPTANCE OF THESE TERMS
Any use by you of any of the Trade Portal is conditional upon your acceptance of these Terms and the Website Terms. Your continued use of the Trade Portal will be deemed acceptance of these Terms of Service and the Website Terms. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OR ACCESS THE TRADE PORTAL. If you disagree with the Terms or are dissatisfied with the Trade Portal, your sole remedy is to discontinue using the Trade Portal.
ELIGIBILITY TO USE THE TRADE PORTAL
The Trade Portal is intended for use by you only if you are one of our Trade Partners and are twenty one years of age or older. If you do not fall within this category, you may be in breach of these Terms and/or laws or regulations applicable in your country of residence or in your country of access and you must leave the Trade Portal immediately. If you are not a Patco employee and your company is not a Trade Partner, you must not attempt to access or use the Portal.
As a condition of your right to use the Trade Portal, you represent that you are of legal age to enter into a binding contract, have the authority to enter into contracts on behalf of the Trade Partner you are employed by, and that you are not a person barred from accessing the Trade Portal under the laws of the United States or any other country.
WE MAY MODIFY THESE TERMS; ENTIRE AGREEMENT
From time to time, we may change, update, delete, or add to these Terms. Any changes to these Terms will be effective immediately upon posting. Any continued access and/or use by you of the Trade Portal after changes have been posted constitutes your acceptance to those changes. It is your responsibility to review these Terms and other applicable policies periodically for changes.
The Terms, together with the Website Terms, and any other separate written agreement between you and Patco governing the business relationship between the parties (a “Written Agreement“), are the entire agreement between you and Patco with respect to your use of the Trade Portal and any Patco Property. If there is a conflict between these Terms and the Written Agreement, the Written Agreement shall control solely as to the subject matter of such agreement. The terms and conditions contained in any purchase order shall be considered a Written Agreement for the purposes of these Terms.
TERM OF ACCESS
We may terminate your right to access the Trade Portal at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after your right to access the Trade Portal is terminated, the Terms will remain in effect and you will remain bound by them except that your right to use the Trade Portal will terminate.
You agree not to copy, disclose or use any Confidential Information (defined below) except as authorized by the Terms. Any copies of Confidential Information shall remain the property of Patco and/or its original owner and shall contain any confidential notices that appear on the original. Trade Partners do not acquire any rights in Confidential Information except the limited usage rights described in these Terms. You agree to take all reasonable steps to maintain the confidentiality of the Confidential Information. Upon any termination of your access to the Trade Portal or upon Patco’s earlier request, you must cease using and return or destroy all Confidential Information in your possession or control.
“Confidential Information” means the Access Password, all trade secrets, non-public information and any information, Patco Property which Patco or third parties protect against unrestricted disclosure or which is labeled confidential or a reasonable person would consider confidential (including all copies thereof), to which you are provided access through the Trade Portal, pursuant to downloads or other delivery of Patco Property. The availability of the functionality to download or export Confidential Information from the Trade Portal is not a waiver of confidentiality hereunder.
YOUR USE OF THE TRADE PORTAL
Patco grants you a non-transferable, non-exclusive, limited, revocable license to access and use the Trade Portal, to view and, where expressly permitted by these Terms or your Written Agreement, download and use certain Patco Property contained on the Trade Portal, strictly for use in connection with the marketing and selling authorized Patco products and only if, and during the time period that, specific permission is granted by Patco, in accordance with these Terms. Use of the Trade Portal and any Patco Property for any other purpose is prohibited. Other than the foregoing limited use license, no other rights or licenses are granted by Patco hereunder. You are solely responsible for providing and maintaining all equipment, software and services needed to access and use the Trade Portal in accordance with the Terms. You agree not to use the Trade Portal or any Patco Property for any unlawful purpose. Except as authorized by the Terms, you agree not to copy, reverse engineer, translate, modify, sell, distribute or make derivative works of any Patco Property. All Patco Property available for download must be used in the form made available on the Trade Portal and may not be altered or modified in any way. You agree not to use the Trade Portal for any use involving the processing of data of other persons or entities. You agree not to attempt to obtain or access any information other than that information to which Patco intentionally provides you access, and not to attempt to obtain or access any purchase orders other than your company’s purchase orders with Patco. You will ensure that your hardware, software, data and systems used to access the Trade Portal are free of worms, viruses, trojan horses or any other routine or engine that could disable, erase or otherwise harm or enable unauthorized access to the Trade Portal or Patco’s hardware, software, data or systems.
The Trade Portal and all data, images, content and other information contained on the Trade Portal or accessed through the Trade Portal, pursuant to downloads or other delivery of Patco Property, including our trademarks, logos, trade names, trade dress, product images, text, graphics, Trade Portal functionality and Confidential Information (collectively, “Intellectual Property“), will remain the sole and exclusive property of Patco (or its licensors, as applicable) and is protected by United States and international copyright, patent, trademark, trade secret and other intellectual property laws. You agree to comply with any restrictions relating to your use of such Intellectual Property and to only use such Intellectual Property as specified in the Terms or by Patco directly. Our trademarks and trade dress may not be used in connection with any other party’s product or service in any manner that is likely to cause confusion among customers or in any manner that disparages us. You will not take any action inconsistent with our ownership of the Intellectual Property or challenge Patco’s rights in or attempt to register the Intellectual Property or any mark or logo substantially similar thereto. Your use of the Intellectual Property inures solely to Patco’s benefit. If at any time you acquire any rights in the Intellectual Property by operation of law or otherwise in any country or jurisdiction, you hereby assign and agree to assign immediately upon our request such rights, registrations, or applications to Patco, along with any and all associated goodwill.
You agree to reproduce, and not to alter or remove, any copyright notice, trademark symbol or proprietary legend on any Intellectual Property. You further agree to comply with any trademark use or other usage guidelines provided by Patco from time to time. You agree to comply with reasonable requests by Patco to protect Patco’s rights in the Intellectual Property and the Trade Portal. Any ideas, comments, ratings, reviews, content, suggestions, feedback or other submissions (collectively, “Feedback“) you provide to Patco relating to or through the Trade Portal will be the sole property and confidential information of Patco, and you agree to assign and do hereby assign all right, title and interest in and to such Feedback to Patco, including all intellectual property and proprietary rights therein. You acknowledge and agree that any violation directly or indirectly by you of this section or the licenses granted in these Terms would cause Patco irreparable harm for which Patco shall have the right to immediate and permanent injunctive relief without the necessity of proving actual damages or posting bond or other security, which relief shall be in addition to all other remedies available to Patco in law and equity. Patco may revise or terminate the licenses granted in these Terms at any time without advance notice or liability to you.
THIRD PARTY SITES AND SOFTWARE
The Trade Portal may include or provide links or access to third party software or websites (“Third Party Sites”) or other software that may be downloaded by you for your use with (or relating to) the Trade Portal. You are solely responsible for downloading, properly using and supporting Third Party Sites (and any other such software), and for compliance with any and all terms of the applicable license agreement relating to such Third Party Sites (or other software). You are also solely responsible for any equipment, devices, hardware, applications or other support supplied by third parties that you use in conjunction with the Trade Portal. Patco provides no warranty for Third Party Sites or any other software, equipment, devices, hardware, applications or other support and disclaims all liability relating thereto.
TRADE PORTAL AVAILABILITY
Access to the Trade Portal may be limited or unavailable during periods of peak demand, systems upgrades, maintenance, or for other reasons. If the Trade Portal is unavailable or delayed at any time, you agree to use alternative means to obtain information from or communicate with Patco. Patco is not liable if you are unable to access the Trade Portal for any reason.
The Trade Portal and Patco Property are provided “AS-IS” and “AS AVAILABLE” without representation or warranty of any kind, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement or security. Your use of the Trade Portal is at your own risk. Patco cannot guarantee and does not promise any specific results from use of the Trade Portal. Patco Property on the Trade Portal do not constitute any guarantee or warranty.
Under no circumstances shall Patco be responsible for any loss or damage, including personal injury or death, resulting from use of the Trade Portal. Patco assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication by you. Patco is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any portion of the Trade Portal or combination thereof, including any injury or damage to your or to any person’s computer, software, or other property related to or resulting from participation or downloading materials in connection with the Trade Portal. We are not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Trade Portal. Some states do not allow the exclusion or limitation of certain warranties and/or liabilities, so certain of the above limitations or exclusions may not apply to you.
LIMITATION OF LIABILITY
You agree to indemnify and hold Patco, its parent, subsidiaries, and affiliates, and their respective officers, shareholders, agents, and employees, harmless from any loss, liability, cost, expense, claim, or demand, including reasonable attorneys’ fees, relating to or arising out of your use of the Portal and/or arising from your breach of the Terms.